| 1271 Avenue of the Americas | ||||||
| New York, New York 10020-1401 | ||||||
| Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com | ||||||
| FIRM / AFFILIATE OFFICES | ||||||
| Austin | Milan | |||||
| Beijing | Moscow | |||||
| Boston | Munich | |||||
| Brussels | New York | |||||
| Century City | Orange County | |||||
| Chicago | Paris | |||||
| Dubai | Riyadh | |||||
| Düsseldorf | San Diego | |||||
| Frankfurt | San Francisco | |||||
| Hamburg | Seoul | |||||
| Hong Kong | Shanghai | |||||
| Houston | Silicon Valley | |||||
| London | Singapore | |||||
| Los Angeles | Tokyo | |||||
| Madrid | Washington, D.C | |||||
October 26, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
| Attention: | Blaise Rhodes Linda Cvrkel Taylor Beech Jacqueline Kaufman | |
| Re: | Rent the Runway, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 22, 2021 File No. 333-260027 | |
Ladies and Gentlemen:
On behalf of Rent the Runway, Inc. (the “Company”), we are hereby attaching as Exhibit A hereto changes to the Registration Statement on Form S-1 (“Amendment No. 2”). The Company previously filed Amendment No. 2 to the Registration Statement with the Securities and Exchange Commission (the “Commission”) on October 22, 2021 (“Registration Statement”). Exhibit A shows revisions to reflect the Company’s responses to comments provided orally by the staff of the Commission (the “Staff”) in telephone conversations on October 26, 2021. The Company will reflect the revisions in Exhibit A in the final prospectus filed pursuant to Rule 430A.
October 26, 2021
Page 2
* * *
We hope the foregoing is responsive to your comments. Please do not hesitate to contact me by telephone at (212) 906-1281 with any questions or comments regarding this correspondence.
| Very truly yours, |
| /s/ Marc D. Jaffe |
| Marc D. Jaffe of LATHAM & WATKINS LLP |
| cc: | (via email) |
Jennifer Y. Hyman, Chief Executive Officer, Rent the Runway, Inc.
Scarlett O’Sullivan, Chief Financial Officer, Rent the Runway, Inc.
Cara Schembri, General Counsel & Corporate Secretary, Rent the Runway, Inc.
Emily E. Taylor, Latham & Watkins LLP
October 26, 2021
Page 3
Exhibit A